X0306 4 2019-02-28 0 0001500435 GoPro, Inc. GPRO 0001610500 Woodman Nicholas 3000 CLEARVIEW WAY SAN MATEO CA 94402 1 1 1 0 CEO, Chairman of the Board 0001611665 Woodman Family Trust under Trust Agreement dated March 11, 2011 3000 CLEARVIEW WAY SAN MATEO CA 94402 0 0 1 0 Class A Common Stock 2019-02-28 4 C 0 739949 0.00 A 739949 I By The Woodman Family Trust under Trust Agreement dated March 11, 2011 Class A Common Stock 2019-02-28 4 S 0 739949 5.8462 D 0 I By The Woodman Family Trust under Trust Agreement dated March 11, 2011 Class A Common Stock 2019-03-01 4 C 0 660051 0.00 A 660051 I By The Woodman Family Trust under Trust Agreement dated March 11, 2011 Class A Common Stock 2019-03-01 4 S 0 660051 6.0405 D 0 I By The Woodman Family Trust under Trust Agreement dated March 11, 2011 Class B Common Stock 2019-02-28 4 C 0 739949 0.00 D Class A Common Stock 739949 29798845 I By The Woodman Family Trust under Trust Agreement dated March 11, 2011 Class B Common Stock 2019-03-01 4 C 0 660051 0.00 D Class A Common Stock 660051 29138794 I By The Woodman Family Trust under Trust Agreement dated March 11, 2011 Class B Common Stock Class A Common Stock 2000000 2000000 I By 2018 GRAT Class B Common Stock Class A Common Stock 2000000 2000000 I By spouse's 2018 GRAT Class B Common Stock Class A Common Stock 640668 640668 I By 2017 GRAT Class B Common Stock Class A Common Stock 640668 640668 I By spouse's 2017 GRAT Mr. Woodman and spouse are the co-trustees of The Woodman Family Trust under Trust Agreement dated March 11, 2011. The sale reported in this line item was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 31, 2018. The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $5.7450 to $6.21, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at sales prices ranging from $5.89 to $6.10, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. The Class B Common Stock is also convertible into Class A Common Stock on the same basis upon any transfer, whether or not for value, except for "Permitted Transfers" as defined in the Issuer's restated certificate of incorporation in effect as of the date hereof. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon the date when the outstanding shares of Class B Common Stock represent less than 10% of the aggregate number of shares of Common Stock then outstanding. Prior to June 20, 2018, the Reporting Person indirectly beneficially held 29,120,130 shares of Issuer Class B Common Stock through The Woodman Family Trust and 1,350,000 shares through each of his 2017 GRAT and his spouse's 2017 GRAT. On June 20, 2018, each of the two GRAT's distributed 709,332 shares to the Woodman Family Trust (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13). The amounts reported reflect a corresponding increase of 1,418,664 shares in the number of shares of Issuer Class B Common Stock beneficially owned indirectly by the Reporting Person through The Woodman Family Trust and a decrease of 709,332 shares in the number of shares of such stock beneficially owned indirectly by the Reporting Person through each of his 2017 GRAT and his spouse's 2017 GRAT. Jason Stephen, Attorney-in-Fact for Nicholas Woodman 2019-03-04 Jason Stephen, Attorney-in-Fact for The Woodman Family Trust under Trust Agreement dated March 11, 2011 2019-03-04